W o m e n i n e c o n o m i c d e c i s i o n - m a k i n g i n t h e E U 5Introduction 1Gender imbalance on corporate boards remains an a number of Member States4 actively supported this See Section 1.important challenge for all EU Member States. It con- initiative and encouraged national listed companies to 2 http://ec.europa.eu/justice/stitutes an untapped potential of skilled human re- make more efforts to increase women’s representation gender-equality/document/sources, as evidenced by the discrepancy between the on their boards by signing the Pledge. The European index_en.htmhigh number of female graduates and their underrep- Parliament strongly supported the Commission’s ap- 3 http://ec.europa.eu/resentation in top-level positions. As women still face proach with a resolution adopted in July 20115 calling commission_2010-2014/reding/numerous barriers on the way to the top, this discrepancy inter alia for legislation at the European level if com- womenpledge/index_en.htmcan be seen as a waste of much highly-qualified and panies do not make sufficient progress through self- 4 Austria, Bulgaria, Denmark, France,needed human resources. regulation. The European Economic and Social Commit- Germany, Latvia, Luxembourg, tee welcomed the Pledge and acknowledged the need the Netherlands, Poland, Portugal, Slovakia and Slovenia.The Europe 2020 Strategy – the EU’s growth strategy to improve the representation of women on boards6.– leans on knowledge, competences and innovation. 5 http://www.europarl.europa.eu/Human capital is key for addressing the demographic In the course of 2011, several Member States (France, sides/getDoc.do?pubRef=-//EP// TEXT+TA+P7-TA-2011-0330+0challenges of falling birth rates and an ageing society. the Netherlands, Italy and Belgium) enacted legislative +DOC+XML+V0//ENOne of the ways to improve Europe’s competitiveness measures aimed at improving gender balance in 6can be a more balanced representation of women and company boards. http://www.eesc.europa.eu/ ?i=portal.en.int-opinions.18562men in economic decision-making positions, which cancontribute to a more productive and innovative working The Commission announced in March 2011 that it will 7 Vice-President Reding hasenvironment and overall improved company perfor- re-assess the situation of gender diversity in leading presented the “Women on Board Pledge for Europe” onmance. There is a growing body of research showing business positions and the results of self-regulatory 1 March 2011, during a lunchthe benefits of gender diversity and the positive cor- efforts, notably of the “Women on Board Pledge for with Business Leaders of bigrelation between women in leadership and bus iness Europe”, in March 20127. Until that moment, no tar- listed European companies.performance1. geted regulatory initiatives would be tabled. The Com- 8 “The gender balance in mission also made clear that in the case of insufficient business leadership”:The matter of gender diversity in economic leadership progress through self-regulation, it would explore policy http://ec.europa.eu/justice/ gender-equality/positions was brought to the fore of the policy debate options for targeted measures to enhance female par- gender-decision-making/in September 2010 when the European Commission ticipation in decision-making as of March 2012. index_en.htmadopted its new Strategy for Equality betweenWomen and Men (2010-2015)2 and announced that This report contains the comprehensive assessmentit was considering using “targeted initiatives to get more announced one year ago and measures the situationwomen into top jobs in decision-making”. The first steps on the basis of the most recent figures (January 2012)towards action were taken on 1 March 2011 when, as compared to the report published last year8.following dialogues with business leaders and repre-sentatives of the social partners, Viviane Reding, Vice- Section one of this report recalls the economic impor-President of the European Commission and EU Com- tance of gender diversity in corporate boardrooms.missioner for Justice, Fundamental Rights and Section two provides a review of the current situationCitizenship, launched the “Women on the Board in terms of gender representation at the top level ofPledge for Europe”3, a call on publicly listed compa- major publicly listed companies across the EU and hownies in Europe to sign a voluntary commitment to in- it has changed over recent years. Section three gives acrease women’s presence on their corporate boards to brief overview of recent important initiatives developed30 % by 2015 and 40 % by 2020 by means of actively in Member States. Other non exhaustive examples ofrecruiting qualified women to replace outgoing male a wide range of recent actions and good practicesmembers. undertaken by governments and businesses to increase women’s participation in management are included inThis call for action by the Commission’s Vice-President Annexes 1 and 2.triggered a lively debate across EU Member States.Following a presentation of the “Women on Board Pledgefor Europe” at the Council of Ministers for Employmentand Social Affairs of 1 December 2011, ministers from
W o m e n i n e c o n o m i c d e c i s i o n - m a k i n g i n t h e E U 71. The economic importance of gender diversity in corporate boards 9Empowering women to take leadership positions is impor- • Improved corporate governance and ethics: Some examples:tant for economic growth and a competitive internal market. Studies14 have shown that the quality of corporate gover- Smith and Verner, Do Women in Top Management Affect FirmIndeed, there is a clear business case for greater gender nance and ethical behaviour is high in companies with high Performance?diversity in corporate boards both from the microeco- shares of women on boards. A Panel Study of 2500 Danishnomic perspective – i.e. in terms of individual companies’ Firms, International Journal of Productivity and Performanceperformance – as well as from a macroeconomic perspective • Better use of the talent pool: More than half of the Management, 2004, 55 (7),– i.e. in terms of higher, sustainable rates of economic students graduating from Europe’s universities are women. “Women matter” by McKinseygrowth. By not including them in decision-making positions, female (2007, 2008, 2010); “The Bottom Line: Connecting talent would be underutilized and the quality of appointments Corporate Performance andThe microeconomic perspective may be compromised. Systematically including suitable Gender Diversity” by Catalyst, candidates of both sexes ensures that board members are 2007; “Female Leadership and FirmMany business leaders have realised that gender diversity selected among the best distribution of both men and women. Profitability”, Finnish Businessis a driving force for performance. Here are some eco- and Policy Forum (EVA), 2007,nomic arguments in favour of more gender diversity on “Groundbreakers, using the The macroeconomic perspective Strength of Women to rebuildcompany boards: the World Economy”, Ernst & Drawing on women’s talent and professional skills for lead- Young, Deutsche Bank Research• Improved company performance: Studies from ership positions is likely to become all the more necessary (2010), www.dbresearch.com; “Women on Boards”, Lord Daviesvarious countries show that companies with a higher share as ageing populations and the resulting shortages of skilled of Abersoch Report, UK, 2011.of women at top levels deliver strong organisational and labour put an increasing brake on economic growth. The 10financial performance9. Amongst these studies, research glass ceiling that keeps women out of decision-making roles “Women matter: gender diversity, a corporate performance driver”,from McKinsey & Company shows that companies with the is likely to discourage women from fulfilling their full profes- 2007, and “Women at the topmost gender-diverse management teams had 17 percent- sional potential. This risks hampering economic growth by of corporations: making itage-point higher stock price growth between 2005 and reducing the labour supply as poor career prospects discour- happen”, 2010.2007 compared to the industry average and their average age women from continuing in paid employment. The 11 “The Bottom line: corporateoperating profit was almost double the industry average absence of women in senior positions may trigger vicious performance and women’sbetween 2003 and 200510. Catalyst research found that cycles that further widen both the gender employment gap representation on boards”, 2007.companies with more women on their boards were found and the gender pay gap. 12 “Diversity and gender balance into outperform their rivals with a 42 % higher return in sales, Britain plc”: a study by TCAM in66 % higher return on invested capital and 53 % higher return Strong economies and sustainable pension systems in the conjunction with The Observer and as part of the Good Companieson equity11. Studies have also shown that where governance future will depend on higher female employment rates and Guide, London, UK: TCAM, 2009.is weak, female directors can exercise strong oversight and high wage returns on paid jobs15. This is why the Europe 13have a “positive, value-relevant impact” on the company. 2020 Strategy sets a target of raising the employment rate http://www.bloomberg.com/ news/2011-07-24/A gender-balanced board is more likely to pay attention to for women and men aged 20 to 64 to 75 %. Achieving this women-controlling-70-ofmanaging and controlling risk12. target requires greater participation of women in the labour -consumer-spending-sparse market. Therefore, incentives for women to stay in the -in-central-bankers-club.html• Mirroring the market: According to recent estimates13, workforce, including credible prospects of career progress, 14 “Gender Differences in Ethicalwomen control about 70 % of global consumer spending. are essential; one such incentive consists in opening the Perceptions of Business Practices”,More women in management positions can therefore provide door to top management positions. Franke G. R. et al., Journal of Applied Psychology, 1997;a broader insight in economic behaviour and consumers’ “Women on boards: Not justchoices, leading to market share gains through the creation It should also be taken into consideration that the emergence the Right Thing… but theof products and services more respondent to consumers’ of divergent national rules in this area in some Member ‘Bright’ Thing”, the Conference Board of Canada 2002.needs and preferences. States and the lack thereof in others may have a bearing 15 on the functioning of the internal market. There may be an OECD, Employment Outlook,• Enhanced quality of decision-making: Diversity impact on the cross-border establishment of companies or 2008, Chapter 3, p. 140. Available from:among employees and board members boosts creativity and on the prospects for successful participation in public pro- http://www.oecd.org/innovation by adding complementary knowledge, skills and curement abroad (for example an international company dataoecd/36/17/43244511.pdfexperience. A more diverse board of directors contributes to may be operating in several EU Member States that eitherbetter performance because decisions are based on evaluat- have no quota law, or have all different quota rules). Com-ing more alternatives compared to homogenous boards. panies need legal certainty and not conflicting rules.
W o m e n i n e c o n o m i c d e c i s i o n - m a k i n g i n t h e E U 92. The gender imbalance on corporate boards: facts and figuresWomen are still strongly outnumbered by men in the are not being used to their full potential. This rep- 16 Source: Eurostat, Employment byboardrooms of the largest listed companies in all EU resents a loss for the women themselves and for sex, age groups and nationality [lfsq_egan], 3rd quarter of 2011.countries, despite some improvements in cases where the wider economy.governments have recently introduced gender quotas 17 Source: Eurostat, Tertiaryor taken other initiatives to make further progress on The key indicator of gender representation on corporate students (ISCED 5-6) by field of education and sexthe issue. boards in the EU shows that the proportion of women [educ_enrl5], 2009. involved in top-level business decision-making remains 18European boardrooms very low, although there are small signs of progress. In Source: European Commission database on women and men in January 2012, women occupied on average just 13,7 %predominantly filled with men of board seats of the largest publicly listed companies decision-making, January 2012. The data on companies cover the in EU Member States18 (Figure 1). largest (by market capitalisation) nationally registered (accordingWomen account for around 45 % of the people em- to ISIN code) constituents ofployed across the European Union 16 . Moreover, Data shows that there is a wide gap between the the main blue-chip index of thewomen accounted for around 56 % of the people in proportion of employed women and those at board national stock exchange in each country.tertiary education, and account for a majority level in all EU Member States. Women occupy a quarter In countries with unitaryamongst tertiary level graduates for many years 17. of the seats on boards of large listed companies in (one-tier) systems, the boardIn that sense, women enter the labour market better Finland, Latvia and Sweden and just over a fifth in of directors is counted (including non-executive and executiveequipped than men, but their level of representation France. Yet, there are less than one in 10 in Ireland, members).declines in senior positions. This reveals that, in Greece, Estonia, Italy, Portugal, Luxembourg, Hungary, In countries with two-tiergeneral, women have fewer opportunities than men less than one in 20 in Cyprus and around one in 30 in systems, only the supervisory board is counted. The databaseto advance in their careers and that women’s skills Malta. covers the 27 EU Member States, Norway, Iceland, Liechtenstein, Croatia, Turkey, FYROM, Republic of Serbia. http://ec.europa.eu/justice/ gender-equality/ Figure 1 – Women and men on the boards of the largest listed companies, gender-decision-making/ January 2012 database/index_en.htm Men Women Share of women in employment (2011) Share of women in tertiary education (2009) 100 % 80 % 60 % 40 % 42% 27% 26% 25% 25% 22% 19% 16% 16% 16% 16% 16% 15% 15% 16% 15% 14% 15% 13% 20 % 12% 11% 11% 11% 11% 10% 9% 7% 7% 6% 6% 6% 5% 4% 3% 0 % EU-27 IS IE BE RS ES PL SE SK SI LV EL EE BG PT LT MK UK NL FI LU RO AT FR MT DE DK TR HR NO HU CY CZ IT Source: European Commission, Database on women and men in decision-making and Eurostat, Labour Force Survey. Note: Data on share of employment not available for RS; data on tertiary education not available for LU, EL and RS.
W o m e n i n e c o n o m i c d e c i s i o n - m a k i n g i n t h e E U10 Figure 2 – Women and men on corporate boards in the EU, 2003-2012 Men Women 100 % 80 % 60 % 40 % 13,6% 13,7% 20 % 10,7% 10,9% 11,8% (+0,1pp) 9,0% 9,8% 9,7% 10,3% (+1,7pp) (+0,5pp) (+0,7pp) (-0,0pp) (+0,5pp) (+0,5pp) (+0,2pp) (+0,9pp) 8,5% 0 % 2003 2004 2005 2006 2007 2008 2009 2010 2011 Jan 2012 Source: European Commission, Database on women and men in decision-making. Note: Data cover all 27 EU Member States except in 2003 when data for CZ, LT, MT & PL are not available. Small discrepancies between the percentage shown in consecutive years and the change in percentage points derive from rounding. Data are normally collected in the final quarter of the year but the data for 2012 was collected in January, just 3 months after the 2011 data, and should therefore not be treated as part of the annual time series. Figure 3 – Change in the share of women on corporate boards, October 2010-January 2012 Percentage points 12 10 8 6 4 2 0 -2 -4 -6 -8 -10 -12 IE AT MK IS IT MT RO PL PT BG RS BE HU EU-27 UK HR NO LU LT LV NL DK DE CY CZ FR SK SE EE ES EL FI TR SI Source: European Commission, Database on women and men in decision-making.
W o m e n i n e c o n o m i c d e c i s i o n - m a k i n g i n t h e E U 11 19At this slow pace, the proportion of women is gradually countries in which the proportion of women on boards The methodology for theincreasing year-by-year (Figure 2). Since the final quarter declined, such as in Romania, Hungary and Slovakia. collection of data on large companies in each country coversof 2003, the share of women on boards has risen from nationally registered members8,5 % to 13,7 %, an increase of 5,2 percentage points in If one looks at EU figures excluding developments in of the main blue-chip indexa little over eight years. This represents a slow average France, the share of women on corporate boards still (according to the ISIN code). When the sample was takenrate of change of around 0,6 percentage points per year. increased between October 2010 and January 2012, the CAC-40 index for France but not by as much – from around 11,8 % to 12,9 %, included 3 companies registered making the rise 1,1 percentage point instead of the 1,9 outside France which wereProgress of individual countries percentage point when including France. On this basis, therefore excluded from the data: Arcelor Mittal (Luxembourg),unequal the improvement observed at EU level over the period EADS (Netherlands), and is not as substantial as it appears to be, although is STMicroelectronics (Netherlands). still above the long term trend.Across the EU, the proportion of women on corporate boardsincreased by 1,9 percentage points between October 2010 All male boards are still far tooand January 2012. This equates to around 1,5 pp per year,which is above the long-term average of 0,6 pp/year. However, common in many Member Statesprogress remains slow as more than six out of every sevenboard members are men (86,3 %). In addition, the performance Although the proportion of companies with no women onof individual countries varied (Figure 3). France, which the board has fallen significantly across the EU since 2003,adopted a legal quota in January 2011, saw the most notable this is not the case in all Member States (Figure 4). Whilstimprovement. France’s quota is 40 % by 2017 with an inter- in France, Sweden and Finland every company board inmediate target of 20 % by 2014 (see section 3). In fact, the the sample has at least one female board member andproportion of women on the boards of French companies in the majority has more than one, in Malta and Hungary,the CAC 40 index19 in January 2012 had increased by 10 none of the boards covered have more than one femalepercentage points to 22,3 %, up from 12,3 % in October 2010. board member and the majority is entirely comprised ofThis change, prompted by the binding quota, makes up more men. In nearly a third of Member States (Malta, Estonia,than 40 % of the total change EU-wide. Luxembourg, Cyprus, Hungary, Lithuania, Bulgaria and Slovakia), at least half of the largest companies haveIn order of magnitude, the next highest movers within the boards with no women. There are only five EU countriesEU were Slovenia and Bulgaria (+4 percentage points or where more than half of corporate boards have at leastmore), the Netherlands, the Czech Republic and Germany two female board members: France (89 %), Sweden (85 %),(+3 percentage points or more). However, there were also Germany (70 %), Finland (67 %) and the UK (66 %). Figure 4 - Distribution of companies by number of women on the board, 2012 No Women 1 woman > 1 woman 79% 71% 70% 68% 64% 58% 54% 53% 50% 45% 42% 42% 42% 35% 33% 31% 30% 29% 29% 28% 28% 26% 21% 21% 15% 14% 13% 11% 10% 9% EU-27 SK MK ES SE EE EL FR BE SI MT RS TR BG UK NL PL NO DK RO FI DE AT PT HU LV HR LU IS LT IE CY IT CZ Source: European Commission, Database on women and men in decision-making.
W o m e n i n e c o n o m i c d e c i s i o n - m a k i n g i n t h e E U 12 Table 1 - Men and women presidents/chairpersons of large companies, EU-27 2003-2012 % 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Men 98,4 97,4 96,9 96,3 97,1 97,2 97,0 96,6 97,3 96,8 Women 1,6 2,6 3,1 3,7 2,9 2,8 3,0 3,4 2,7 3,2 Source: European Commission, Database on women and men in decision-making. 2003 data exclude CZ, LT, MT and PL. Note: Data are normally collected in the final quarter of the year but the data for 2012 was collected in January, just 3 months after the 2011 data, and should therefore not be treated as part of the annual time series. More women as board members The predominance of men in the but not as chairs boardroom is a reality worldwide20 This partly reflects changes of Whereas the overall figures for women in the boardroom The comparison with some of the EU’s major trading partners personnel but also changes in the demonstrate a positive trend, albeit at an unsatisfactory pace, shows that the underrepresentation of women is a reality composition of the sample, which is based on the constituents of a look at the top is more sobering. From around 600 of the worldwide. The situation is slightly better in large U.S. com- the main blue-chip largest companies listed in the EU, the number of women panies (Fortune 500) than in their EU counterparts (15,7 % index in each country . occupying the top position of chairperson or president has compared to 13,7 %) but elsewhere the imbalance is greater fallen slightly from 20 in October 2010 to 19 in January and in some cases considerably so (Figure 5). Apart from 2012, or just 3,2 % from 3,4 %20. Australia (10,9 %) and Canada (10,3 %), women account for less than one in 10 board members of major companies in The most significant point remains that women are barely many of the EU’s major trading partners. Indeed, in Japan, visible amongst top business leaders – more than 96 out of men dominate corporate boardrooms to such an extent that 100 company presidents are men – and there is no sign of women have virtually no voice in the decision-making process progress. and account for less than 1 in 100 board members (0,9 %). Figure 5 – Representation of men and women on the boards of large companies in EU’s major trading partners Men Women USA (2010) 16% EU-27 (2011) 14% Australia (2011) 11% Canada (2010) 10% Russia (2010) 8% Brazil (2010) 7% Mexico (2011) 7% China (2009) 6% Argentina (2009) 6% India (2010) 5% Japan (2011) 1% 0% 20% 40% 60% 80% 100% Sources: Catalyst (USA and Canada), European Commission Database on women and men in decision-making (EU-27), Australian Boardroom Diversity Index (Australia), “Women Matter” Report McKinsey & Company (Russia, Brazil, and China), GMI Ratings (Mexico, and Japan), academic thesis “An economic analysis of the impact of women’s quota in Argentina’s corporate boards” by Gabriela Colombo (Argentina), Cranfield University (India). Note: data are not fully comparable between countries as they derive from different sources with different coverage and reference years.
W o m e n i n e c o n o m i c d e c i s i o n - m a k i n g i n t h e E U 133. Initiatives to promote gender balance in business leadership 21The European Commission and several Member States Quotas without sanctions For a more detailed overview of all the legislative measures takenhave set the importance of swiftly improving women’s The Netherlands and Spain have also passed law, by Member States and referredpresence in business leadership, in particular on corpo- but the rules are much softer because they are not to in this section see Annex 1.rate boards, high on the political agenda. A range of binding or tied to any significant sanctions. In the Neth- 22 A non-exhaustive list of othernew initiatives have been undertaken at EU and na- erlands, the requirement of achieving a 30 % repre- voluntary initiatives and goodtional level by governments, EU social partners, indi- sentation of each sex among board members in big practices is presented in Annex 2.vidual businesses and other stakeholders in order to companies is combined with a “comply or explain” 23 Published in February 2011:accelerate progress. These can be divided into two mechanism rather than with concrete sanctions that http://www.bis.gov.uk/assets/groups: legislative measures and voluntary initiatives, apply in case of failure to reach the target. The Spanish biscore/business-law/docs/w/11-including corporate governance codes, charters, training, legislation adopted in 2007 encourages large companies 745-women-on-boards.pdfmentoring and networking programmes, as well as to alter the membership of their boards gradually until 24 Published in October 2011:databases promoting female candidates. each sex makes up at least 40 % of board membership http://www.som.cranfield.ac.uk/ by 2015. The relevant provision is a recommendation. som/som_applications/somapps/ oepcontent.aspx?pageid=14249Voluntary measures have the advantage of greater &apptype=newsrelease&id=4410flexibility and an enhanced sense of ownership for the Rules concerning state-owned companiescompanies that undertake such measures but they have In addition to Member States which have enacted rulesnot given a marked impetus to the improvement of covering the boards of all listed companies or compa-gender balance on boards. The figures show that it is nies of a certain size, several others have prescribedthe legislative measures that result in substantial prog- gender requirements specifically for the compositionress, especially if they are accompanied by sanctions. of boards of state-controlled companies. In Denmark,This is most clearly demonstrated by the impact of the Finland and Greece such requirements are set out innow well-established Norwegian legislation but also by the gender equality legislation. In Austria and Slove-the case of France, where progress accelerated mani- nia, they have been established by means of admin-festly following the adoption of a quota law in 2011. istrative regulations.3.1. Measures taken by the 3.1.2. Voluntary initiativesMember States and the industry Across many EU Member States, a wide range of voluntary initiatives and tools have been developed3.1.1. Legislative measures to address the underrepresentation of women in senior leadership positions22.To increase gender diversity in boardrooms, an increasingnumber of Member States have resorted to legislative Setting of voluntary targetsmeasures establishing quotas or targets for gender repre- In the United Kingdom, the government appointed Lordsentation on company boards. This is a very recent develop- Davies to lead a review into how obstacles can be removedment as practically all the Member States concerned adopted for the participation of women on boards. In his report23,the relevant laws only in 201121. he recommended that UK listed companies in the FTSE 100 should aim for a minimum of 25 % female boardBinding quotas with sanctions member representation by 2015. The report said thatFrance, Italy and Belgium have enacted fully-fledged companies should set targets for 2013 and 2015 to ensurequota legislation for company boards that includes that more talented women can get into the top jobs in UKsanctions. These countries followed the example of companies. On the basis of these recommendations theNorway, which has seen rapid progress and compre- government is encouraging all FTSE 350 companies tohensive compliance with a 40 % quota passed in 2003. set out the percentage of women they aim to have onThe three EU Member States’ legislation is consider- their boards in 2013 and 2015. The six-month monitor-ably diverse concerning the targeted quota, the dead- ing report24 showed some progress was made and womenlines and other modalities, the scope of companies now make up 14,2 % of FTSE 100 directors, up from 12,5 %covered and the sanctions to be applied in case of in 2010. 33 FTSE 100 companies have set targets for thenon-compliance. percentage of women they aim to have on their boards.
W o m e n i n e c o n o m i c d e c i s i o n - m a k i n g i n t h e E U 1425 http://www.ecgi.org/ Corporate governance codes their individual targets for increasing the presence of26 In Austria, Belgium, Denmark, Finland, France, women in management positions29. These range from Available at: http://www.wienerborse.at/ Germany, Luxembourg, the Netherlands, Poland, 12 % to 35 % women in management positions with corporate/pdf/CG %20 Spain, Sweden and the UK, the national corporate various deadlines for achieving these targets. Revision %202012 %20 governance codes25 encourage, to a different extent, Public %20Posting.pdf gender diversity on company boards. Latest develop- Other instruments27 Number of signatories ments include the revision of the recommendations of Some countries are asking state-owned companies to available at: the corporate governance code of Denmark in 2011. promote gender equality. In Finland, the government http://www.talentnaardetop.nl/ Home_NL/Charter/Ondertekenaars/ It stresses the need to strive for more women in man- adopted in November 2011 a resolution outlining the agement by setting up targets for achieving progress. objectives and principles for state ownership policy28 http://www.kvinderiledelse.dk/ In 2012, a revised corporate governance code should which pays attention to the composition of companies’ charter_paa_engelsk.asp be issued in Austria. Under the current draft proposals26, board and emphasises the need to promote gender29 http://www.reuters.com/ more efforts will be made to increase the proportion equality. Steps must be taken to ensure that people of article/2011/10/17/ of women on executive and supervisory boards. both sexes have equal opportunities for advancement us-germany-women-id USTRE79G4L920111017 when senior management and executive appointments Charters that companies can sign are made. Similarly, representatives of both sexes30 http://etuc.org/a/6709 In the Netherlands, the charter “Talent to the Top”27 should be appointed, on an equal basis, to the bodies31 http://www.businesseurope.eu/ requires companies to establish quantitative goals for responsible for board nominations and remuneration. Content/Default.asp the representation of women in senior management,32 measure their achievement and report annually. Feed- Moreover, in some Member States, there are data- ETUC (2011) Resolution on Recommendations for improving back is given by the Talent to the Top Monitoring Com- bases promoting female candidates for board functions, gender balance in trade unions, mittee. In 2010, the share of women in senior positions prizes and/or awards for businesses aiming to promote from membership to leadership. in companies having signed the charter in 2008 and women in senior management and government mea- http://www.etuc.org/IMG/pdf/ EC191_Gender_Equality 2009 grew by 7,5 % and overall, the vast majority of sures to support women’s entrepreneurship. _Resolution_FINAL_EN.pdf the signatories (72 %) have recorded an increase. 3.2. Actions by the EU social partners In Denmark, the “charter for more women in manage- ment”28 encourage companies to inspire more women to take up management positions and to evaluate their Promoting women in decision-making was a priority area initiatives every second year. Moreover, since 2010, in the “Framework of Actions on Gender Equality” adopted Denmark implements the “Recommendation for more for the period 2005-2008 by the four European social women on supervisory boards” (Operation Chain Reac- partners BUSINESSEUROPE, the European Centre of tion) according to which the companies undertake, inter Employers and Enterprises (CEEP), the European Trade alia, to work to recruit more female managers to the Union Confederation (ETUC) and the European Associa- supervisory boards of Danish limited liability companies. tion of Craft, Small and Medium-sized Enterprises (UEAPME)30. They agree that this goal is an investment Business initiatives for a more productive, innovative and stimulating working An increasing number of businesses recognise the environment and better economic performance. positive impact of women’s participation in manage- ment and are implementing concrete measures to In its 2011 position paper “Towards gender-bal- support the leadership potential of women. These anced labour markets – a business case for equal- measures range from raising awareness on the business ity between women and men”31, BUSINESSEUROPE case for gender diversity, setting company voluntary fully supports the objective of increasing the propor- targets, developing strategies and tools to recruit, train, tion of women in decision-making positions. They mentor and promote the networking for senior female stress the importance of raising awareness and managers and promoting reconciliation between family sharing best practices and encourage initiatives in this and professional life. field. ETUC issued a set of recommendations for improv- ing gender balance in trade unions, national confed- In Germany, companies in the DAX30 have announced erations and European industry federations32.
W o m e n i n e c o n o m i c d e c i s i o n - m a k i n g i n t h e E U 15Conclusion 33Between October 2010 and January 2012, it can qualified talent pool, and persistent failure See Section 2.be said that the best progress in many years was to encourage and enable women to make full 34 The European Commission Workmade in improving the gender balance on use of their professional skills undermines EU Programme for 2012 announcescompany boards 33. This development is certain- economic performance. a legislative initiative only linked to the intensified public debate initi- improving the gender balance in the companies listed on stockated by the Commission’s and the European Given the lack of sufficient progress in achieving exchanges.Parliament’s calls for action, which were followed gender balance on boards and the fact that itin some Member States by concrete steps to remains a common challenge to all Member States,accelerate the pace of change. the Commission will now, as announced in its Strategy for Equality between Women and MenHowever, this report shows that progress contin- (2010-2015), explore policy options for targetedues to be very limited. In January 2012, the measures to enhance female participation inaverage number of female board members in decision-making at the European level.the largest companies listed in the EU was 13,7 %compared to 11,8 % in 2010. Moreover, only 3,2 % In parallel to the publication of this report, theof chairpersons were women in January 2012 Commission is therefore launching a public con-compared to 3,4 % in 2010. sultation that will contribute to assessing the impact of possible EU measures, including legis-The overall trend does not show significant im- lative ones34, to redress the situation. Followingprovement. So far, only 24 companies across this input, the Commission will take a decision onEurope have signed the “Women on the Board possible measures later this year.Pledge for Europe” and have committed to achiev-ing quantitative targets. With progress at thesame pace as in recent years, it would take morethan 40 years to arrive at gender balanced boards(at least 40 % of both sexes).Several EU Member States have recently intro-duced legislative measures to address the genderimbalance in corporate boardrooms. In a numberof other Member States, the issues of how toachieve gender balance and the need for publicintervention are currently under discussionwhereas in others there is no indication of in-creased efforts. This situation implies the risk ofa widening gap between some Member Statestaking action to improve the gender balance ineconomic decision-making and others leavingthis matter of importance unaddressed.The EU cannot afford to permit systematicgender imbalance at the top level of eco-nomic decision-making any longer. Genderdiversity on boards contributes to improvingcorporate governance and companies with ahigher share of women in senior decision-making positions have been shown to consis-tently outperform their competitors withoutthat asset. Moreover, women represent a
W o m e n in e c o n o m ic d e ci s i o n - m a k ing in t h e E U 17Annex 1Legislative measures1. Introduction the following, the Belgian, French and Italian systems can 35 The key provision of the Public be considered as introducing fully fledged binding gender Limited Liability Companies ActAn increasing number of Member States have adopted quotas comparable with the Norwegian model. The Dutch of 13 June 1997 No. 45 states: ‘§ 6-11a. Requirement oflegislation prescribing quotas in company boards. That and Spanish rules have a softer character due to the absence representation of both men andlegislation has been largely modelled on the Norwegian of sanctions. In Germany legislation is only at a prepara- women on the company boardexample, which is briefly outlined in section 2 of this annex. tory stage and has led to a lively debate. (1) On the board of Public Limited Liability Companies both genders shall be represented in theThe legislative measures adopted by Member States and Belgium following manner:set out in section 4 of this annex are quite diverse in terms 1. On boards consisting of two or three members, both men andof companies covered, targets and deadlines prescribed In Belgium, the relevant rules were introduced by the Act women shall be represented.and sanctions established for companies breaking the rules. of 28 July 201137 The Act amended the Company Code 2. On boards consisting of four or (concerning companies which are quoted on the stock ex- five members, both genders shall be represented with atIn addition to legislation regulating quotas in listed compa- change) and the laws regulating state-owned enterprises. least two members each.nies or companies of a certain size, some countries decided 3. On boards consisting of six toto adopt legislative or administrative measures in relation According to the Act, at least one third of board members eight members, both genders shall be represented with atto gender balance of companies owned or controlled by the of publicly-listed companies and state-owned companies least three members each.state, some of which may be listed on the stock exchange. needs to be of the under-represented sex. 4. On boards consisting of nineThese measures are described in section 3. members, both genders shall be represented by at least four The Act is applicable to state enterprises from the financial members each, and if the2. The example of Norway year following the adoption of the law (i.e. 2012). However, board consists of more than the amendment to the Company Code is applicable to listed nine members each gender shall be represented by at companies after a longer implementation period ranging least 40 % each.Norway is a pioneer when it comes to setting binding gender from six to eight years depending on the size of the company 5. The rules as stated in no. 1targets for company boards. The relevant law was adopted measured by several criteria, i.e. the number of employees, – no. 4 equally apply to the election of deputy members.’in December 2003 and set out the target of 40 % repre- the total annual balance sheet and annual turnover. Thus, Paragraph 2 of the samesentation of both genders among board members35. Ini- the amendment will be fully applicable only in 2019. articles sets specific rulestially the companies were given a chance to meet that concerning the workers’ representatives on the boards.target on a voluntary basis, but since the voluntary measures As long as the quota is not fulfilled, a person belonging to 36did not result in much progress, the requirements were made the minority sex must be appointed to any vacant position See ‘the resolution of enactment’obligatory as of 1 January 200636. The rules now apply to and any appointment which does not comply with this rule no. 1429 of 9 December 2005.boards of all public limited companies, as well as a range is void. In relation to listed companies the amended Company 37 Law modifying the law of 21of other companies, including state and municipality owned Code provides a specific sanction consisting in suspension March 1991 on the reformcompanies, and cooperative companies. of any advantage, financial or otherwise, attached to the of certain public economic enterprises, the Company Code position of director for all the members of the board as long and the law of 19 April 2002The rules regarding the composition of the board are en- as the composition of a board does not comply with the concerning the rationalisationforced according to general enforcement rules of company quota. of functioning and management of the National Lottery aiminglegislation, on equal footing with other requirements such to guarantee the presenceas those for bookkeeping or accounting and through the France of women in the boards ofnormal control procedures of the Register of Business En- autonomous public enterprises, listed companies and Nationalterprises. A company that does not have a board that fulfils In France, the relevant rules were introduced by the Law of Lottery, published in Moniteurthe statutory requirements may be dissolved by a court 27 January 201138, under which companies will have to Belge/Belgisch Staatsblad of 14order. ensure that members of each sex occupy at least 20 % of September 2011, p. 59600. boardroom seats within three years (i.e. by 2014) and 40 % 38 Loi ° 2011-103 du 27 janvier 20113. Quota legislation for companies within six years from the entry into force of the law (i.e. by relative à la représentation équilibrée 2017). These requirements apply to companies listed on des femmes et des hommes auin Member States the stock exchange and non-listed companies with at least sein des conseils d’administration et de surveillance et à l’égalité 500 workers and with revenues of over €50 million over professionnelle publiée au JournalOut of the Member States’ legislation specifically aimed at the previous three consecutive years. It is estimated that Officiel du 28 janvier 2011.gender composition of boards of companies dealt with in around 2 000 companies will be affected by the law. Public
W o m e n i n e c o n o m i c d e c i s i o n - m a k i n g i n t h e E U 1839 Act No. 120 of 12 July 2011, published companies regulated by commercial law, such as state- Small and medium-sized companies, i.e. companies in Official Journal No. 174 of 28 July 2011 (Legge 12 luglio 2011, n. 120 owned companies are also covered. that do meet at least two of the following three criteria, Modifiche al testo unico delle do not fall under this legal obligation. The three criteria disposizioni in materia di intermediazione Non-compliant companies face nullification of their board are: the total value of company’s assets is no more finanziaria, di cui al decreto legislativo 24 febbraio 1998, n. 58, concernenti la elections, but the decisions adopted by the board remain than €17,5 million, its net annual turnover is no more parità di accesso agli organi di valid. The law envisages also the suspension of benefits of than €35 million and its annual average number of amministrazione e di controllo delle società quotate in mercati regolamentati, directors of infringing companies. employees is less than 250. GU n. 174 del 28-7-2011).40 Additionally, the law established the same quotas for other If a larger company does not reach a representation of Law of 6 June 2011, published in the Staatsblad 2011, 275. (Wet van 6 juni public bodies, such as universities and administrative insti- at least 30 % of each sex on its board, it must explain 2011 tot wijziging van boek 2 van tutions. in the annual report to the shareholders why the bal- het Burgerlijk Wetboek in verband anced representation has not been achieved, which met de aanpassing van regels over bestuur en toezicht in naamloze Italy measures have been taken to achieve it and what en besloten vennootschappen). measures the company plans to introduce to achieve41 See Art. 2:166 and Art. 2:276 Civil In Italy, the relevant rules were established by Law 120 it in the future (‘comply or explain’ mechanism). There Code respectively. Only public of 12 July 201139 and are applicable to companies are no sanctions for not meeting the 30 % norm43. limited companies (Naamloze listed on the stock-exchange and state-owned compa- Vennootschappen, NV) can be listed on the stock exchange. nies. The law provides for at least one-third representa- The measure has a temporary character and expires on tion of each sex among members of the management 1 January 2016.42 See Articles 2:166 paragraph 2 board and the supervisory board. It applies to any board and 2:276, paragraph 2 of the Civil Code read in conjunction with Art. made up of at least three members. The one-third quota Spain 2:379 of the Civil Code. There are must be reached by 2015. no specific additional requirements for public limited companies that Article 75 of the Spanish Organic Law on gender equal- are listed on the stock exchange. For listed companies the enforcement of the rules is ity of 200744 encourages large companies45 to alter43 ensured by the National Securities and Exchange Com- the membership of their boards gradually until each See Art. 2:391 paragraph 7 Civil Code. mission (Consob) which will apply progressively the sex makes up at least 40 % by 2015. The rule is a44 Ley Orgánica 3/2007 de 22 de marzo, following sanctions in case of non-compliance: recommendation46 and there are no sanctions for failure para la igualdad efectiva de mujeres y hombres; Organic Law 3/2007 to comply. Nevertheless taking measures to reach the of 22 March 2007 on effective (1) a warning to apply the quota system within four target of a balanced composition on the company board equality between men and women. months; followed by may be taken into account in practice in awarding the45 Companies which are obliged (2) a fine from €100 000 to €1 000 000 (from €20 company with the “equality label”47 and in the procedures to present the full accounts of 000 to €200 000 in the case of supervisory boards) to award a public contract with the Administration48. losses and profits, i.e. which is together with a second warning that the quota system determined by assets, turnover and number of employees. be accomplished within three months; followed by Germany46 (3) forfeiture of the offices of elected members of the Organic Law 3/2007 of effective equality between women and men board which does not comply with the quota. Although Germany does not have gender quota legisla- contains also some other provisions tion for boards of companies, some existing legislative related to women on company boards The Netherlands measures may affect gender balance on boards. This or in management jobs. Art. 37.2 states that the public enterprise of is the case of the rules regulating workers’ representa- radio and television (Radio Televisión In the Netherlands, the relevant rules were adopted tion on boards and recommending that men and women Española, RTVE) will promote by means of a law amending the Civil Code40. The should be represented there proportionately to their women’s incorporation into management jobs. The equivalent amended Civil Code now obliges public limited com- representation among the workforce49. requirement is set out in Art. 38.2 panies and private limited companies41 to strive for a for the Spanish press agency EFE. Art. 54 states that the General State balanced representation of members of each sex on Furthermore, a vivid public debate is currently taking Administration and the public bodies the company’s management board and on the super- place in relation to the “flexi-quota” plan of the German connected with it will observe the visory board. The law defines a ‘balanced representa- Federal Ministry for Family, Senior Citizens, Women and principle of balance composition in the appointments for company boards tion’ as having at least 30 % representation of each Youth, which would contain essentially a legal obligation on those companies in whose capital sex on the board. of self-commitment. Listed companies and certain other the Administration participates. companies (those with complete workers’ representation,47 The Royal Decree 1615/2009 This norm only applies to larger private and public which are determined by size, sector and organiza- of 26 October regulating the limited companies. These companies need to take into tional form of company) would be obliged by law to grant and usage of the corporate “Equality label”, article 10. account a balanced representation of both sexes in as establish a self-determined quota for women both in far as possible in their procedures to select new their executive and supervisory boards and to make it48 Articles 33 and 34 of the Organic members of the management board or the supervi- public. This obligation would be conditional and only Law 3/2007. See also Article 102 Law 30/2007, of 30 October, regulating sory board, and in the drafting of the specification of enter into force in 2013 if by that date the companies the Public Sector Contracts. any vacancy42. concerned have not tripled the average percentage of
W o m e n in e c o n o m ic d e ci s i o n - m a k ing in t h e E U 19 49women in supervisory and management boards. The are subject to annulment by administrative courts. Such rules are set out in several statutes: Gesetz über diequota would have to be achieved within a specified Moreover, decisions adopted by those boards that were Mitbestimmung der Arbeitnehmerperiod. If the companies fail to reach their targets, not formed in accordance with the quota rule are subject bei einer grenzüberschreitendencorporate law sanctions, such as possibility to contest to annulment by civil courts. Verschmelzung [Law on the Participation of Employees in thethe appointment of members of the board, would apply. event of a Cross-border Merger] ofThe legal obligation will cease to apply to individual Austria 21 December 2006, Official Journalcompanies once (and as long as) they have achieved (Bundesgesetzblatt BGBl), part I p. 3332; Gesetz über die Beteiligung dera female share of 30 % on their supervisory and man- In March 2011, the Austrian Council of Ministers issued Arbeitnehmer in einer Europäischenagement boards50. an administrative decision to gradually implement Gesellschaft [Law on the Participation quotas for boards of companies owned in 50 % or more of Employees in a European Company] of 22 December 2004, Official Journal4. Regulation of gender balance by the state. Such companies need to achieve 25 % (Bundesgesetzblatt BGBl), part I p. 3675; representation of women in their company boards before Gesetz über die Drittelbeteiligungon boards of state-owned 31 December 2013 and 35 % representation before 31 der Arbeitnehmer im Aufsichtsratcompanies December 2018. If possible, the quota mentioned should [Law on One-Third Participation of Employees on Supervisory be apply not only to board members representing the Boards] of 18 May 2004, OfficialThe following Member States regulate the gender public owners but also to the board as a whole, progress Journal (Bundesgesetzblatt BGBl), part I p. 974.composition of boards of state-owned companies, being monitored by an annual report54.which may include companies listed on the stock 50 German Federal Ministry for Family,exchange, either in legislation (Denmark, Finland, Slovenia Senior Citizens, Women and Youth, http://www.bmfsfj.de/BMFSFJ/Greece) or by means of administrative regulations gleichstellung,did=172756.html.(Austria, Slovenia). The Regulation on Criteria for Respecting the Principle 51 of Gender Balanced Representation55 adopted by the Consolidation Act no. 1095Denmark government in 2004 establishes a principle of 40 % of 19 September 2007. representation of each sex in nominating or appointing 52 Act 609/1986 as amended.The relevant provisions have been in force since 1990. government representatives in public enterprises and 53 Law 2839/2000 of 12Section 11 of the Danish Gender Equality Act51 stipulates other entities of public law, including management and September 2000. .that boards in state-owned companies should, ‘as far supervisory boards of state-owned enterprises. There 54as possible’, have an equal gender balance. According are no sanctions for not respecting the principle. Federal Chancellery/Federal Minister of Women’s Affairs and Publicto Section 12 of that Act ministers and authorities that Service, 14.03.2011, No. GZ BKA-are empowered to suggest a member of a board are 140.200/0048-II/1/obliged to suggest a man and a woman for each post. 2011, 93/23.The competent minister has a duty to report on the 55 Uredba o o kriterijih zagender composition of the boards every third year. upoštevanje načela uravnotežene zastopanosti spolov (UradniFinland list RS, No 103/04).Under Section 4a (2) of the Act on Equality betweenWomen and Men52, entitled “Composition of publicadministration bodies and bodies exercising public au-thority”, if a body, agency or institution exercising publicauthority, or a company in which the Government or amunicipality is the majority shareholder, has an admin-istrative board, board of directors or some other ex-ecutive or administrative body consisting of electedrepresentatives, such a body must comprise an equi-table proportion of both women and men, unless thereare special reasons to the contrary.GreeceIn Greece, the Gender Equality Act53 imposes a one thirdquota requirement for state-appointed portion of aboard of all executive bodies consisting of membersappointed by the state or local authorities, includingcompanies fully or partially state-controlled. Appoint-ment decisions failing to respect the quota requirement